This page is for information purposes only and you should consult your professional adviser if you have any questions or are uncertain as to your rights or obligations.
On April 14, 2023 (the “Court Approval Date”), the Court issued an order (the “SISP Approval Order”) which, among other things, approved a sale and investment solicitation process (the “SISP”) and authorized the Applicants and the Monitor to implement the SISP and perform their respective obligations thereunder.
The Court also authorized the Applicants to enter into the asset purchase agreement, dated April 5, 2023 (the “Stalking Horse Purchase Agreement”) between Love Child (Brands) Inc. and GreenSpace Brands Inc., as sellers (the “Sellers”), and Pivot Financial I Limited Partnership, by its general partner 2862454 Ontario Inc., on behalf of an entity to be formed, as buyer (the “Stalking Horse Purchaser”), as the “Stalking Horse Bid” for the purposes of the SISP.
The SISP is designed to solicit interest in, and opportunities for, a broad array of executable transaction alternatives that are superior to the Stalking Horse Bid with respect to the Love Child OrganicsTM business.
The SISP contemplates a two-phase process commencing immediately upon the Court Approval Date. The following table set out key milestones under the SISP:
Stage |
Description |
Timing |
Phase 1 |
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Preparation |
a. assemble due diligence information; b. setup of the VDR; c. identify Known Potential Bidders; and d. prepare the Teaser, NDA, Process Letter and CIM. |
In advance of the Court approval of the SISP. |
Solicitation Process |
a. Monitor to disseminate the Teaser and Process Letter to Known Potential Bidders and any other interested parties; and b. Monitor to post SISP related materials on the Monitor’s Website. |
As soon as possible following issuance of the SISP Order. |
Preliminary Due Diligence and Submission of non-binding letters of intent (“LOIs”) |
a. Monitor to provide interested parties who have executed an NDA with the CIM and access to the VDR; and b. LOIs from interested parties are due by the LOI Deadline, in accordance with the requirements of paragraph 8 of the SISP. |
April 14, 2023 to May 12, 2023.
LOI Deadline: May 12, 2023, at 2:00 PM (Toronto time). |
Determination of Qualified LOIs |
Applicants, in consultation with the Monitor, to assess LOIs using criteria outlined in the SISP to determine if a LOI is a Qualified LOI. |
By no later than May 15, 2023. |
Proceeding to Phase 2 or Terminating SISP and Seeking Approval of Stalking Horse Bid |
a. if no Qualified LOI, other than the Stalking Horse Bid, is received then the Applicants, in consultation with the Monitor and the DIP Lender (subject to certain restrictions set out in the SISP), may terminate the SISP and proceed to seek Court approval of the Stalking Horse Agreement to implement the transaction contemplated therein; or b. if one or more LOIs is determined to be a Qualified LOI, then the Applicants and the Monitor shall proceed to Phase 2 of the SISP and will prepare and circulate a Bid Process Letter. |
Following May 15, 2023. |
Phase 2 (if applicable) |
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Further Due Diligence and Qualified Bid Deadline for Qualified Bidders |
a. Ongoing, confirmatory due diligence by Qualified Bidders; and b. Qualified Bid Deadline (for delivery of binding offers by Qualified Bidders (excluding the Stalking Bidder) in accordance with the requirement of paragraph 11 of the SISP). |
Qualified Bid Deadline: June 2, 2023, at 2:00 PM (Toronto time). |
Negotiation and Potential Selection of Successful Bid |
The Applicants, in consultation with the Monitor, may: (a) negotiate with one or more Qualified Bidders that have submitted a Qualified Bid to improve or otherwise modify the terms of its Qualified Bid; (b) considering the Consideration Factors, designate any Qualified Bid to be the Successful Bid; (c) having regard to the Consideration Factors, designate any Qualified Bid as the Back-Up Bid; or (d) proceed with an auction process to determine the Successful Bid. |
Following the Qualified Bid Deadline. |
Auction (if required) |
Phase 2 Qualified Bidders invited to participate in an auction, if required. |
Auction Date: by no later than June 7, 2023. |
Approval Motion |
Hearing for the Approval Order (subject to Court availability). |
No later than June 16, 2023. |
Outside Date - Closing |
Outside Date by which the Successful Bid must close. |
No later than June 30, 2023 |
Title | Date |
Phase 2 SISP Extension Letter | 2023-05-31 |
Phase 2 SISP Process Letter | 2023-05-18 |
SISP Approval Order | 2023-04-14 |
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This page is for information purposes only and you should consult your professional adviser.
This page is for information purposes only and you should consult your professional adviser.
This page is for information purposes only and you should consult your professional adviser.
This page is for information purposes only and you should consult your professional adviser.